HomeMy WebLinkAboutAGENDA REPORT 2024 0501 CCSA REG ITEM 09ACITY OF MOORPARK, CALIFORNIA
City Council Meeting
of May 1, 2024
ACTION CONSENSUS OF THE CITY
COUNCIL TO TAKE NO ACTION AND
RESCHEDULE THE ITEM TO A FUTURE
MEETING, DATE UNCERTAIN.
BY A. Hurtado.
A. Consider Amendment No. 3 to Agreement with Kosmont Real Estate Services, Inc.
dba Kosmont Realty for Real Estate Advisory and Brokerage Services and
Direction Related to Marketing Surplus Properties. Staff Recommendation: 1)
Approve Amendment No. 3 to the Agreement with Kosmont Realty Services, Inc.
for real estate advisory and brokerage services increasing the amount of the
agreement by $60,000 for a total-not-to exceed amount of $144,000, and authorize
the City Manager to sign the Agreement and Exclusive Authorization to Sell,
subject to final language approval of the City Manager; and 2) Concur with future
marketing plan for surplus properties as described in the staff report. (Staff:
Jessica Sandifer, Deputy Parks & Recreation Director)
Item: 9.A.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Jessica Sandifer, Deputy Parks and Recreation Director
DATE: 05/01/2024 Regular Meeting
SUBJECT: Consider Amendment No. 3 to Agreement with Kosmont Real Estate
Services, Inc. dba Kosmont Realty for Real Estate Advisory and
Brokerage Services and Direction Related to Marketing Surplus
Properties
BACKGROUND
On February 1, 2012, the Redevelopment Agency of the City of Moorpark was dissolved
when the California Supreme Court upheld and modified AB X1 26 (the “Dissolution Act”).
The City of Moorpark elected to become the Successor Agency to the Redevelopment
Agency of the City of Moorpark (Successor Agency). One of the many requirements of
the Dissolution Act was the adoption of a Long-Range Property Management Plan
(LRPMP). The LRPMP outlined which of the former Redevelopment Agency properties
would be retained by the City and which properties would be sold by the Successor
Agency and the manner in which they would be sold.
The Successor Agency LRPMP was approved by the State Department of Finance (DOF)
on February 15, 2015. Of the 17 properties listed on the LRPMP, five were designated
for disposition and listed as retain for future development. The five properties were 192
High Street (Granary Site), 467 High Street, 347 Moorpark Avenue, 500 Los Angeles
Avenue, and Princeton Avenue lots (just east of Caltrans Freeway overpass). In addition,
the City also elected to become the Successor Housing Agency to the Redevelopment
Agency. As such there are a number of housing assets that needed to be disposed of
prior to August 12, 2022, which is the extended deadline established in Redevelopment
Dissolution law for disposal of Successor Housing Agency properties.
Item: 9.A.
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In December 2019, the City hired Kosmont Real Estate Services dba Kosmont Realty
(Kosmont) to provide pre-sale real estate advisory/due diligence services for the
remaining LRPMP properties and the Housing Assets. The original Agreement has been
amended twice to continue the services and account for additional work that was required
due to changes to the Surplus Land Act that became effective January 1, 2020. The initial
Agreement with Kosmont was $29,000, the First Amendment added an additional
$25,000, and the Second Amendment added an additional $30,000. The Agreement has
almost run out of funding and staff is requesting to amend the Agreement in the amount
of $60,000 to finalize the sales and disposition activities.
In addition, staff is seeking direction from the City Council regarding preferred marketing
strategies and approaches concerning the disposition of the remaining surplus properties.
DISCUSSION
Agreement Amendment
Kosmont has been working with staff on the various property pre-sale disposition
activities. The initial contract contemplated assistance with 14 properties. In the time
that Kosmont has been working with the City, 11 properties were declared surplus, the
required activities under the surplus land act were completed, 13 properties were
marketed, and two properties were negotiated and sold. The City is currently working
through potential offers on 10 of the remaining properties. With the extensive
requirements of the Surplus Land Act, which have again been modified by the legislature,
Kosmont’s services have been invaluable in keeping the property disposition activities
successfully moving forward. Staff is recommending an amendment to the consulting
services to finalize sale and disposition of the remaining 12 properties, and add an
additional six properties to the work scope. In summary, Kosmont will be working on
disposition of the following properties:
• Finalize Sales/Disposition Activities:
o 1293-1331 Walnut Canyon Road (currently in process)
o 1063-1123 Walnut Canyon Road (currently in process)
o 780 Walnut Street (currently in escrow)
o SW Terminus of Millard Street
o Princeton Avenue
• New Properties for Disposition
o 450 Charles Street
o 460 Charles Street
o 484 Charles Street
o Remanent Charles Street Parcel
o 467 E. High Street
o Fremont Street
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Under the Agreement, Kosmont will continue to provide consulting services related to
compliance with the Surplus Land Act, as well as pre-sale real estate advisory/due
diligence services for the remaining properties and the newly added properties.
Kosmont’s services extend beyond the sale of properties, as they are a multi-faceted
company that goes beyond real estate marketing and sales. Kosmont has extensive
knowledge of redevelopment dissolution law, the Surplus Land Act, real estate
development and financing, and affordable housing development and financing issues.
They also have worked closely with the California Department of Housing and Community
Development (HCD) on behalf of numerous public agencies, which is essential in dealing
with complicated Surplus Land Act issues and interpretations concerning compliance.
Kosmont’s knowledge and expertise in all of these areas comes in to play when
considering development or redevelopment opportunities for the City parcels.
In addition, Kosmont’s tenure with the City has allowed them to become acquainted with
all of the City’s properties and the unique issues associated with each parcel. Staff is
requesting an amendment in the amount of $60,000, which will be spent based on time
and materials which would be paid directly to Kosmont by the City for real estate advisory
and consulting services. The brokerage service costs are proposed at 6% of the gross
sales price of the property, or another percentage as negotiated between the City,
Kosmont, and potential buyer. Fees for brokerage services are paid out of the proceeds
of the sale of each property.
Property Marketing
Staff is also seeking City Council direction on additional marketing enhancement
strategies and approaches for the surplus properties as the City moves forward with their
sale and disposition. Concerns have arisen from the Council regarding the manner and
approach to marketing of properties and potential ways to ensure expanded outreach
efforts to solicit local market buyer interest. To ensure the properties are marketed in a
manner consistent with the will of the City Council, it is appropriate to solicit input on
marketing approaches and procedures to ensure proper alignment with City Council
preferences for the disposition and development of surplus properties. Below are some
of the potential initial marketing strategy enhancements:
• Expand the commercial listing platforms utilized to market the properties going
forward. Specifically, list properties on the Multiple Listing Service (MLS) in
addition to various commercial real estate listing platforms previously utilized with
the intent to target and enhance exposure of the properties to a specific pool of
buyers/investors/developers, local and otherwise, that might prefer to develop
individual parcels/lots for smaller scale single family residential development
versus those that have expertise with larger scale development typically engaged
on commercial listing platforms (e.g. Costar, LoopNet, CREXI).
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• Host a public workshop/meeting (virtual and/or in person) to advertise the
availability of properties and educate local brokers on the process the City is
required to follow regarding their future sale and disposition (e.g., Surplus Land
Act). There are some nuances to purchasing surplus property from government
agencies. Therefore, Kosmont would conduct a public workshop for local Ventura
County brokers to educate them on the sales process, so that in turn local brokers
can inform potential buyers about the public agency property sales process. This
workshop would also help build an interest list of local brokers who are interested
in working with prospective buyers to purchase surplus properties.
• Prepare and disseminate an e-bulletin that notifies interested parties of properties
coming soon and those officially listed for sale. For instance, Kosmont would
prepare an e-bulletin to be sent to any interested parties/members of the public
that have notified the City including local real estate brokerages. Additionally, the
City would host these notices on the City’s website, under a newly created surplus
property page.
• Real Estate Signage. To date, sales and marketing activities have been focused
on larger scale commercial developers, so on-property real estate signage has not
been used when marketing properties. In order to ensure more targeted local
marketing on-property real estate signage could be provided on those properties
actively being marketed.
ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no environmental review is required.
FISCAL IMPACT
Since 2019, the City has spent $81,080 of the $84,000 agreement balance on real estate
consulting services with Kosmont, for services related to the original 14 parcels.
The proposed Agreement Amendment with Kosmont will continue as a time and materials
contract in the amount of $60,000 to be used for disposition activities for the remaining
12 parcels and the six newly added parcels. The Fiscal Year (FY) 2023/24 budget
allocates $25,000 from the General Fund (1000) and $20,000 from the Affordable
Housing Fund (2123) for property sale activities which is more than sufficient to fund
activities through the end of the fiscal year. No budget amendment is needed at this time.
Additional funds for property sale activities will be budgeted in the FY 2024/25 budget
and used as needed up to the not-to-exceed amount of the Agreement.
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COUNCIL GOAL COMPLIANCE
This action is consistent with City Council Goal 3, Objective 3.8: “Surplus Land Act
Process.”
STAFF RECOMMENDATION
1. Approve Amendment No. 3 to the Agreement with Kosmont Realty Services, Inc.
for real estate advisory and brokerage services increasing the amount of the
agreement by $60,000 for a total-not-to exceed amount of $144,000, and authorize
the City Manager to sign the Agreement and Exclusive Authorization to Sell,
subject to final language approval of the City Manager; and
2. Concur with future marketing plan for surplus properties as described in the staff
report.
Attachment: Agreement Amendment No. 3
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Rev. 12/15/2023
AMENDMENT NO. 3
TO PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MOORPARK AND
KOSMONT REAL ESTATE SERVICES DBA KOSMONT REALTY FOR
REAL ESTATE ADVISORY AND BROKERAGE SERVICES
This Amendment No. 3 to the Agreement between the City of Moorpark, a
municipal corporation (“City”), and Kosmont Real Estate Services dba Kosmont Realty, a
corporation (“Contractor”), for real estate advisory and brokerage services (“Agreement”),
is made and entered into on __________________________.
RECITALS
WHEREAS, on December 19, 2019, the City and Contractor entered into an
Agreement to have the Contractor provide real estate advisory and brokerage services;
and
WHEREAS, on February 18, 2021, the City and Consultant amended the
Agreement to increase the compensation for services to be performed by Consultant from
twenty-nine thousand dollars ($29,000) by a value of twenty-five thousand dollars
($25,000) for a total contract value of fifty-four thousand dollars ($54,000); and
WHEREAS, on November 22, 2021, the City and Consultant amended the
Agreement to increase the compensation for services to be performed by Consultant from
fifty-four thousand dollars ($54,000) by a value of thirty thousand dollars ($30,000) for a
total contract value of eighty-four thousand dollars ($84,000); and
WHEREAS, the City and Contractor now desire to amend the Agreement to
increase the compensation for services to be performed by Contractor from eighty-four
thousand dollars ($84,000) by a value of sixty thousand dollars ($60,000) for a total
contract value of one hundred forty-four thousand dollars ($144,000), and document said
agreement to amend by jointly approving Amendment No. 3 to the Agreement.
NOW, THEREFORE, it is mutually agreed by and between the parties to the
Agreement as follows:
I. Section 2, SCOPE OF SERVICES, is amended by replacing this section in its
entirety as follows:
“City does hereby retain Consultant, as an independent contractor, in a
contractual capacity to provide real estate advisory and brokerage services, as
set forth in Exhibit C, Exhibit D, Exhibit E, and Exhibit F. In the event there is a
conflict between the provisions of Exhibit C, Exhibit D, Exhibit E, Exhibit F, and
this Agreement, the language contained in this Agreement shall take
precedence.
Consultant shall perform the tasks described and set forth in Exhibit C,
Exhibit D, Exhibit E, and Exhibit F.
ATTACHMENT
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Amendment No. 3 to Agreement between City of Moorpark and Kosmont Real Estate Services Page 2
Compensation for the services to be performed by Consultant shall be in accordance with
Exhibit C, Exhibit D, Exhibit E, and Exhibit F. Compensation shall not exceed the rates or
total contract value one hundred forty-four thousand dollars ($144,000), without a written
Amendment to the Agreement executed by both parties. Payment by City to Consultant
shall be in accordance with the provisions of this Agreement.”
II. Section 5, PAYMENT is amended by replacing the second paragraph in its entirety
as follows:
“The City agrees to pay Consultant monthly, in accordance with the
payment rates and terms and the schedule of payment as set forth in Exhibit
C, Exhibit D, Exhibit E, and Exhibit F, based upon actual time spent on the
above tasks. This amount shall not exceed one hundred forty-four thousand
dollars ($144,000) as stated in Exhibit C, Exhibit D, Exhibit E, and Exhibit
F, for the total term of the Agreement unless additional payment is approved
as provided in this Agreement.”
III. Remaining Provisions:
Except as revised by this Amendment No. 3, all of the provisions of the Agreement
shall remain in full force and effect.
In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
CITY OF MOORPARK KOSMONT REAL ESTATE SERVICES
dba KOSMONT REALTY
_______________________________ _______________________________
Troy Brown
City Manager
Larry Kosmont
President
Attest:
_______________________________
Ky Spangler
City Clerk
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Kosmont Realty
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1076 Physical Address: 2301 Rosecrans Ave., Ste. 4140
Manhattan Beach, CA 90266 www.kosmontrealty.com El Segundo, CA 90245 90245
December 8, 2023
Troy Brown, City Manager
Jessica Sandifer, Deputy Parks & Recreation Director
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
Re: Proposal for Pre-Disposition Real Estate Advisory/Due Diligence Services & Brokerage
Services
Dear Mr. Brown,
Kosmont Real Estate Services (“KRES”) dba Kosmont Realty (“KR” or “Consultant”), a licensed California
brokerage firm (Department of Real Estate License #02058445), (“Kosmont” or “KR” or “Broker”), is
pleased to present this work plan to the Successor Agency to the Moorpark Redevelopment Agency
(“Successor Agency” or “SA”), Housing Successor Agency to the Moorpark Redevelopment Agency
(“Housing Successor Agency” or “HSA”), and City of Moorpark (collectively referred to as “City” or
“Owner” or “Client”) for pre-disposition real estate advisory/due-diligence services and brokerage
services in connection with the future sale and disposition of the following public agency owned properties
(collectively referred to as the “Properties”).
Group 1 Properties
1293-1331 Walnut Canyon Rd. APN: 511-0-040-120,130,140
1063-1123 Walnut Canyon Rd. APN: 511-0-030-250, 260,270, 280, 290, 300
780 Walnut St APN: 512-0-063-010
SW Terminus of Millard St APN: 506-0-020-010
Princeton Avenue APN: 513-0-024-105, 513-00-24-135
Group 2 Properties
450 Charles St. APN: 512-0-081-050
460 Charles St. APN: 512-0-081-060
484 Charles St. APN: 512-0-081-080
Charles St. APN: 512-0-081-090
467 E. High St. APN: 512-0-081-110
Freemont St. APN: 506-0-020-710
II. BACKGROUND AND OBJECTIVE
The Client has requested that KR provide ongoing real estate advisory/technical and brokerage services
for the Properties to identify and implement potential sale/lease approaches/strategies in light of
requirements of the Surplus Land Act (“SLA”) (recently amended by SB 747 and AB 480 and effective
in January 2024) as well as redevelopment dissolution statutes (ABx1 26, AB 1484, AB 471, and SB
107). KR currently provides these services to the Client for the properties identified herein as Group 1
EXHIBIT F
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Kosmont Realty 2 | Page
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www.kosmontrealty.com
Properties and has requested that KR provide these same services for additional properties categorized
herein as Group 2 Properties. KR will perform these advisory services for the Properties in the Scope
of Services under Tasks 1-5.
Pursuant to Task 6 in the Scope of Services: KRES is a duly licensed brokerage services firm by the
California Department of Real Estate and its insurance coverage is premised on compliance with State
licensing regulations. Further, in compliance with the statutory and procedural disposition requirements
of the California Surplus Land Act and pursuant to Department of Real Estate (DRE) licensing
requirements, KR can provide the required brokerage services (as mutually agreed upon) to leverage it’s
collective expertise/resources, market knowledge, and transaction based-relationships to successfully
sell the Properties and maintain compliance with the sale regulations set forth by the Surplus Land Act
and redevelopment dissolution law.
The following scope of services outlines the specific tasks and assignments associated with the services
described herein.
II.SCOPE OF SERVICES
Approach to Scope of Services: The prospective assignment and consulting services that KR will provide
will be of a relatively limited scope and duration, and advisory in nature. KR will be making
recommendations only, which advise the Client, including its elected officials, appointed officials, and
staff, which they can accept or reject. None of KR's staff will act in a capacity as an elected official, nor
appointed official, nor as staff, nor as serving in a "designated" position.
The major tasks to be performed by KR that will comprise this assignment are described as follows:
Task 1: Ongoing Real Estate Advisory/Technical Implementation Services
KR will continue to provide the Client with real estate advisory/technical analysis and assistance for the
Group 1 Properties in connection with the ongoing implementation of preferred sale/disposition
approaches in compliance with the Surplus Land Act and/or redevelopment dissolution law as well as
other advisory assistance as may be directed by Client and mutually agreed upon. KR can also assist
the Client with engagement and/or negotiations with the California Department of Housing & Community
Development (“HCD”), State Department of Finance (“DOF”), and/or Ventura County Consolidated
Oversight Board (“Oversight Board”) as may be required to obtain proper regulatory approvals.
Task 2: Initial Pre-Sale/Disposition Property Due Diligence & Regulatory Compliance Activities
KR will conduct initial pre-sale/disposition property due diligence for the Group 2 Properties to identify
existing market conditions and constraints affecting the potential marketability, sale, and development
(e.g., zoning, adjacent uses, site configuration, environmental condition) of the Properties as well as
evaluate market value/pricing ranges, and potential options/approaches to productively advance the
future sale and disposition and/or development of the Properties.
KR will also consider potential regulatory requirements in conjunction with the Client’s legal counsel in
connection with the sale and disposition of the Properties to satisfy compliance with the SLA,
redevelopment dissolution law,and/or other legislative requirements as may be appropriate/required.
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Task 3: Surplus Land Act Process – Declaration & N.O.A.
For the Group 2 Properties, KR will assist with preparation of the Surplus Land declaration, prepare the
Notice of Availability (“NOA”) as well as coordinate and manage the solicitation process required by the
SLA for the Properties (as may be appropriate), which will require a 60-day noticing period for
respondents.
Task 4: Respondent Due Diligence/Public-Private Negotiations
The SLA requires that the Client negotiate in good faith with respondents that submitted a notice of
interest for a period of 90 days. Therefore, KR can assist with reviewing notices of interest, evaluating
proposals/offers submitted, and/or public-private transaction structuring/negotiations as may be required
with the respondents for the sale/disposition of the Group 2 Properties. KR can also assist the Client
with obtaining a letter of compliance from HCD related to sale procedural approvals.
Task 5: City Council Briefings/Discussions
KR can assist the Client with preparation and attendance at briefings/presentations to the City Council
(“City Council”) that will seek authorization to proceed with any prospective transactions (as mutually
agreed upon between Client and KR).
Task 6: Real Estate Brokerage Services
Kosmont Real Estate Services, dba Kosmont Realty (“KR”) is a full-service real estate brokerage licensed
in the State of California (DRE License # 02058445). KR is available to assist the Client with real estate
brokerage services to help effectuate the successful sale of both Group 1 and 2 Properties. KR is
currently in the process of assisting the Client with the sale of the Group 1 Properties and would include
the Group 2 Properties as part of an Exclusive Authorization to Sell Agreement, included herein as
Attachment B.
KR will be paid for the following brokerage related services based on a real estate commission schedule
included in Attachment B upon the close of any sales transaction for the Properties, which would include:
(a)assistance with structuring and negotiation of purchase agreement documentation (e.g. price and
terms); (b) coordination with selected title and escrow company related to activities for the potential
transactions to effectuate the sale(s); (c) coordination with appraiser (as may be required); and/or (d)
other transaction based activities as may be required to close the various transaction(s) (as mutually
agreed upon between KR and Client).
IV.COMPENSATION
Compensation for Tasks 1 through 5 is estimated at $60,000 for professional services (hourly) fees at
KR’s billing rates as shown on Attachment A. Future increases in budget will require approval by Client
in advance. Budget may be increased by Client at any time.
Compensation for Task 6 (Real Estate Brokerage Services) shall require Client approval of an Exclusive
Authorization to Sell Agreement by and between KR and the Client, which would include Exhibit A:
Schedule of Commissions incorporated herein as Attachment B.
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www.kosmontrealty.com
KR anticipates two (2) rounds of Client comments and revisions on draft work product before KR provides
a final version of work product. If necessary, additional rounds of comments and revisions can be
accommodated on an hourly basis.
KR’s attendance or participation at any publicly noticed meeting, whether such participation is in person,
digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other),
as requested by Client is in addition to compensation for Tasks 1 through 5 and will be billed at the
professional services (hourly) fees as shown on Attachment A.
Services will be invoiced monthly at KR’s standard billing rates, as shown on Attachment A. In addition
to professional services (hourly) fees, invoices will include reimbursement for out-of-pocket expenses
such as travel and mileage (provided that there shall be no overnight travel without the Client’s prior
approval and that mileage shall be reimbursed at the current IRS mileage reimbursement rate),
professional printing, conference calls, and delivery charges for messenger and overnight packages at
actual cost. Unless otherwise agreed to in advance, out-of-area travel, if any, requires advance funding
of flights and hotel accommodations.
KR will also include in each invoice an administrative services fee to cover in-house copy, fax, telephone
and postage costs equal to four percent (4.0%) of KR’s monthly professional service fees incurred. Any
unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum.
For the convenience of Kosmont’s clients, we offer a secure credit card payment service. The credit card
payment link is: https://kosmont.paidyet.com and there are two ways to make a secure credit card
payment:
1.Fill in the “Make a Payment” form when you go to the link (https://kosmont.paidyet.com), or
2.Call Kosmont Companies’ accounting desk (Ms. Reny Sultan; (424) 297-1072) to make a credit
card payment
KR is prepared to commence work upon receipt of executed Agreement.
DISCLOSURE: Compensation for possible future transaction-based services or consulting
services.
The following is being provided solely as an advance disclosure of possible real estate consulting and
finance services and potential compensation for such services. This disclosure is not intended to commit
the Client.
When assignments involve public finance services on behalf of a public agency, such municipal advisory
services are provided by Kosmont Financial Services (KFS). KFS is an independent Registered Municipal
Advisor with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board.
SEC registration does not constitute an endorsement of the firm by the Commission or state securities
regulators.
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When assignments involve advisory services provided by Kosmont & Associates, Inc., dba Kosmont
Companies (“KC”), a separate proposal and hourly rate sheet will be provided.
V. OTHER PROVISIONS
A. Termination. Client or Consultant shall have the right to terminate this Agreement at any time
upon written notification to the other party. Payment for fees accrued through the date of termination
shall be remitted in full.
B. Arbitration. Any controversy or claim arising out of or in relation to this Agreement, or the making,
performance, interpretation or breach thereof, shall be settled by arbitration at JAMS in Los Angeles,
California. Each of the parties to such arbitration proceeding shall be entitled to take up to five
depositions with document requests. The provisions of Section 1283.05 (except subdivision (e) thereof)
of the California Code of Civil Procedure are incorporated by reference herein, except to the extent they
conflict with this Agreement, in which case this Agreement is controlling. If the matter is heard by only
one arbitrator, such arbitrator shall be a member of the State Bar of California or a retired judge. If the
matter is heard by an arbitration panel, at least one member of such panel shall be a member of the State
Bar of California or a retired judge. The arbitrator or arbitrators shall decide all questions of law, and all
mixed questions of law and fact, in accordance with the substantive law of the State of California to the
end that all rights and defenses which either party may have asserted in a court of competent jurisdiction
shall be fully available to such party in the arbitration proceeding contemplated hereby. The arbitrator
and arbitrators shall set forth and deliver their findings of fact and conclusions of law with the delivery of
the arbitration award. Judgment upon the award rendered shall be final and non-appealable and may be
entered in any court having jurisdiction.
C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising out of an
alleged breach of this Agreement, the party prevailing in such legal action, arbitration, or proceeding shall
be entitled to recover reasonable attorneys' fees, expenses and costs, as well as all actual attorneys'
fees, expenses and cost incurred in enforcing any judgment entered.
D. Authority. Each of the parties executing this Agreement warrants that persons duly authorized to
bind each such party to its terms execute this Agreement.
E. Further Actions. The parties agree to execute such additional documents and take such further
actions as may be necessary to carry out the provisions and intent of this Agreement.
F. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be
assigned by either party without the prior written consent of the other party.
G. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
H. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement
between the parties relating to the transactions contemplated hereby and any and all prior discussions,
negotiations, commitments and understanding, whether written or oral, related hereto are superseded
hereby. No addition or modification of any term or provision of this Agreement shall be effective unless
set forth in writing signed by both parties. No waiver of any of the provisions of this Agreement shall be
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deemed to constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver of such provisions unless otherwise expressly provided. Each party to this
Agreement has participated in its drafting and, therefore, ambiguities in this Agreement will not be
construed against any party to this Agreement.
I.Severability. If any term or provision of this Agreement shall be deemed invalid or unenforceable,
the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of
this Agreement shall be valid and in force to the fullest extent permitted by law.
J. Notices. All notices, requests, demands and other communications which may be required under
this Agreement shall be in writing and shall be deemed to have been received when transmitted; if
personally delivered, if transmitted by telecopier, electronic or digital transmission method, upon
transmission; if sent by next day delivery to a domestic address by a recognized overnight delivery service
(e.g., Federal Express), the day after it is sent; and if sent by certified or registered mail, return receipt
requested, upon receipt. In each case, notice shall be sent to the principal place of business of the
respective party. Either party may change its address by giving written notice thereof to the other in
accordance with the provisions of this paragraph.
K.Titles and Captions. Titles and captions contained in this Agreement are inserted only as a matter
of convenience and for reference and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision herein.
L.Governing Law. The statutory, administrative and judicial law of the State of California (without
reference to choice of law provisions of California law) shall govern the execution and performance of
this Agreement.
M.Confidentiality. Each of the parties agrees not to disclose this Agreement or any information
concerning this Agreement to any persons or entities, other than to their attorneys and accountants, or
as otherwise may be required by law.
N.Counterparts. This Agreement may be executed in one or more counterparts, each of which
constitutes an original, and all of which together constitute one and the same instrument. The signature
of any person on a telecopy of this Agreement, or any notice, action or consent taken pursuant to this
Agreement shall have the same full force and effect as such person's original signature.
O. Disclaimer. Consultant’s financial analysis activities and work product, which may include but
is not limited to pro forma analysis and tax projections, are projections only. Actual results may differ
materially from those expressed in the analysis performed by Consultant due to the integrity of data
received, market conditions, economic events and conditions, and a variety of factors that could
materially affect the data and conclusions. Client’s reliance on Consultant’s analysis must consider the
foregoing.
Consultant services outlined and described herein are advisory services only. Any decisions or actions
taken or not taken by Client and affiliates, are deemed to be based on Client’s understanding and by
execution of this Agreement, acknowledgement that Consultant’s services are advisory only and as such,
cannot be relied on as to the results, performance and conclusions of any investment or project that
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Client may or may not undertake as related to the services provided including any verbal or written
communications by and between the Client and Consultant.
Client acknowledges that Consultant's use of work product is limited to the purposes contemplated within
this Agreement. Consultant makes no representation of the work product's application to, or suitability for
use in, circumstances not contemplated by the scope of work under this Agreement.
P.Limitation of Damages. In the event Consultant is found liable for any violation of duty, whether
in tort or in contract, damages shall be limited to the amount Consultant has received from Client.
Q.Force Majeure. Consultant shall not be liable for failure or delay in performance of its obligations
under this Agreement arising out of or caused, directly or indirectly, by significant circumstances beyond
its reasonable control, including, without limitation: epidemic; acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; acts of terrorism; sabotage; strikes; riots; wide-spread power failures
and wide-spread internet failure. Contractual performance and deadline(s) shall be extended for a
period equal to the time lost by reason of the delay.
R.Expiration of Proposal for Services. If this Agreement is not fully executed by the parties within
thirty (30) days from the date of this letter, this proposal shall expire.
S.Not an agreement for Legal Services or Legal Advice. This Agreement does not constitute an
agreement for the performance of legal services or the provision of legal advice, or legal opinion. Client
should seek independent legal counsel on matters for which Client is seeking legal advice.
[ signature page follows ]
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VI.ACCEPTANCE AND AUTHORIZATION
If this Agreement is acceptable to Client, please execute two copies of the Agreement and return both
originals to Kosmont Realty. Upon receipt of both signed contracts, we will return one fully executed
original for your files. Kosmont will commence work upon receipt of executed Agreement.
Read, understood, and agreed to this
____ Day of _______________ 2024
City of Moorpark Kosmont Real Estate Services
doing business as “Kosmont Realty”
By: _________________________ By: _________________________
(Signature) (Signature)
Name: Name: Larry J. Kosmont, CRE®
(Print Name)
Its: Its: President
(Title)
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ATTACHMENT A
Kosmont Realty
2023-24 Fee Schedule
Professional Services
Chairman & CEO / President $475.00/hour
Senior Managing Director/Senior Advisor $370.00/hour
Managing Director $250.00/hour
Senior Director / Senior Project Analyst $195.00/hour
Director / Project Analyst / Project Manager $175.00/hour
Project Promotion/Graphics/GIS Mapping Services/Research $ 95.00/hour
Clerical Support $ 80.00/hour
•Additional Expenses
In addition to professional services (labor) fees:
1)An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support
and related administrative expenses will be charged, which will be computed at four percent
(4.0 %) of monthly Kosmont Realty’s professional service fees incurred; plus
2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery
charges for messenger and overnight packages will be charged at cost.
3)Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai,
CoStar/STR, IMPLAN, ParcelQuest and other based on quoted project cost.
4)For Third Party Vendor(s) retained on behalf of Client (with Client’s advance approval), fees and
costs will be billed to Client at 1.1X (times) fees and costs.
5)Except as referenced above, under Section IV. Compensation, Consultant’s attendance or
participation at any public meeting, whether such participation is in person, digital, video
and/or telephonic (e.g., Board of Supervisors, Planning Commission, Public Agency Board,
other) requested by Client and are beyond those specifically identified in the Scope of Work will
be billed at the professional services (hourly) fees as shown on this Attachment A.
•Charges for Court/Deposition/Expert Witness-Related Appearances
Court-related (non-preparation) activities, such as court appearances, depositions, mediation,
arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5
times scheduled rates, with a 4-hour minimum.
Rates shall remain in effect until December 31, 2024.
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ATTACHMENT B
EXCLUSIVE AUTHORIZATION TO SELL AGREEMENT
The Exclusive Authorization to Sell incorporates, by reference, the following attached documents:
Exhibit A: Schedule of Commissions
The City of Moorpark (“Owner” or “Seller”) hereby grants to Kosmont Real Estate Services, doing
business as Kosmont Realty (“Broker”) the exclusive right to sell certain property owned by the Owner
and identified in the list below (“Properties”) for a period commencing on _________________, 2023 and
ending at midnight on ______________________, 2024.
Group 1 Properties
1293-1331 Walnut Canyon Rd. APN: 511-0-040-120,130,140
1063-1123 Walnut Canyon Rd. APN: 511-0-030-250, 260,270, 280, 290, 300
780 Walnut St APN: 512-0-063-010
SW Terminus of Millard St APN: 506-0-020-010
Princeton Avenue APN: 513-0-024-105, 513-00-24-135
Group 2 Properties
450 Charles St. APN: 512-0-081-050
460 Charles St. APN: 512-0-081-060
484 Charles St. APN: 512-0-081-080
Charles St. APN: 512-0-081-090
467 E. High St. APN: 512-0-081-110
Freemont St. APN: 506-0-020-710
The price and terms of the sale shall be as follows:
In consideration of this Authorization and Broker’s agreement to diligently pursue the procurement of a
purchaser for the Properties, or a purchaser and lessees for the Properties, Owner agrees to pay Broker
a commission as set forth in the attached Schedule of Commissions, which is made a part of this
Agreement.
Owner shall pay said commission to Broker if: (a) the Properties or any interest therein is sold, transferred
or conveyed by or through a Broker, Owner or any other party prior to the expiration of this Authorization
or any extension hereof; or (b) a purchaser is procured by or through Broker, Owner or any other party
who is ready, willing and able to purchase the Properties or any interest therein on terms reasonably
acceptable to Owner prior to the expiration of this Authorization or any extension hereof; or (c) any
contract for the sale, transfer or conveyance of the Properties or any interest therein is made directly by
Owner prior to the expiration of this Authorization or any extension hereof; or (d) the Properties are
withdrawn from sale without the written consent of Broker or made unmarketable by Owner’s voluntary
act during the term of this Authorization or any extension hereof; or (e) within one hundred eighty (180)
days after the expiration of this Authorization or any extension hereof, the Properties or any interest
therein is sold, transferred, or conveyed to any person or entity with whom Broker has negotiated or to
whom Broker has exposed or shown the Properties prior to such expiration in an effort to effect a
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transaction provided that such buyer, person or entity to whom Broker has negotiated with or has shown
the Properties has been clearly and expressly identified in writing on such list which Broker shall have
mailed to Owner at the address below stated within thirty (30) days following such expiration.
If during the terms of this authorization or any extension hereof an escrow is opened or negotiations
involving the sale, transfer, or conveyance of the Properties has commenced and is continuing, then the
term of this Authorization shall be extended for a period through the closing of such escrow, the
termination of such negotiations or the consummation of such transaction, provided this authorization
would otherwise have expired during such period.
Owner agrees that Broker shall be included as a party to any escrow opened for the sale of the Properties
and the terms of said escrow shall provide that Broker shall have the right to request the escrow holder
to make payment to Broker in the amount of Broker’s commission as set forth on the Schedule of
Commissions attached hereto from any sale proceeds and/or deposits held in escrow.
Owner agrees to cooperate with Broker in effecting a sale of the Properties and immediately to refer to
Broker all inquiries of any party interested in the Properties. All negotiations are to be through Broker.
Owner agrees to pay all customary escrow, title and revenue charges and to execute such documents
as may be necessary to affect a sale of the Properties. Broker is authorized to accept a deposit from any
prospective purchaser. Broker is further authorized to advertise the Properties and shall have the
exclusive right to place a sign or signs on the Properties if, in Broker’s opinion, such would facilitate the
sale or leasing thereof.
It is understood that it is illegal for either Owner or Broker to refuse to present, sell to any person because
of race, color, religion, national origin, sex, marital status or physical disability.
Owner warrants that it is the owner of record of the Properties or has the legal authority to execute this
Authorization. Owner agrees to hold Broker harmless from any liability or damages arising from any
incorrect information supplied by Owner or any information which Owner fails to supply. Owner
acknowledges receipt of a copy of this Authorization and the attached Schedule of Commissions, which
Owner has read and understands.
DISPUTE RESOLUTION.
Broker and Owner agree to attempt to resolve any claim or controversy by submission to non-
binding mediation. Mediation shall be commenced by providing the opposing party with a written
notice of the dispute or claim within 30 days of the event giving rise to the dispute or claim or
within 30 days after discovery of the conditions giving rise to the dispute or claim, whichever is
later. The written notice to the other party shall summarize the basis of the dispute or claim and
describe the relief sought. Within 15 calendar days thereafter, if the parties have not reached a
mutually satisfactory resolution, the disputing party shall have 15 additional calendar days to
submit the dispute to non-binding mediation at the offices of Judicial Arbitration & Mediation
Services, Inc. (JAMS) in the county where the Property is located. The parties may agree on a
retired judge from the JAMS panel as a mediator. If the parties are unable to agree, JAMS will
provide a list of three (3) available judges and each party may strike one. The remaining judge
will serve as the mediator. Within 15 calendar days of commencement of mediation, each party
agrees to produce any and all documents relied upon to prove or defend their claims. The
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assessment of the mediator shall be an appealable result, but only if the appealing party files a
court action within 30 days after the mediator’s assessment is rendered. Each party shall bear
its own costs of mediation including its own attorneys’ fees and related costs, and each party
shall pay an equal share of the costs of the mediator’s fees and expenses.
By signing below, Seller and Buyer acknowledge that they have read, understand, accept and have
received a copy of this Agreement.
Owner:
City of Moorpark
Broker:
Kosmont Real Estate Services, a
California corporation
CA DRE #: 02058445
Signature:
___________________________
Signature:
___________________________
Print Name:
___________________________
Print Name:
Larry J. Kosmont
Date:
___________________________
Date:
___________________________
Address:
799 Moorpark Avenue
Moorpark, CA 93021
Address:
1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
Telephone:
___________________________
Telephone:
(424) 297-1070__________________
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EXCLUSIVE AUTHORIZATION TO SELL
EXHIBIT A
SCHEDULE OF COMMISSIONS (for Brokerage Services)
Kosmont Real Estate Services, doing business as Kosmont Realty (“Broker”) is hereby employed
as the agent for the City of Moorpark (“Owner” or “Seller”) in connection with the:
Sale Lease Sublease Other
of that certain property owned by the Owner and referred to by Owner as:
Group 1 Properties
1293-1331 Walnut Canyon Rd. APN: 511-0-040-120,130,140
1063-1123 Walnut Canyon Rd. APN: 511-0-030-250, 260,270, 280, 290, 300
780 Walnut St APN: 512-0-063-010
SW Terminus of Millard St APN: 506-0-020-010
Princeton Avenue APN: 513-0-024-105, 513-00-24-135
Group 2 Properties
450 Charles St. APN: 512-0-081-050
460 Charles St. APN: 512-0-081-060
484 Charles St. APN: 512-0-081-080
Charles St. APN: 512-0-081-090
467 E. High St. APN: 512-0-081-110
Freemont St. APN: 506-0-020-710
(hereinafter referred to as “Properties”)
Owner agrees to pay Broker, in consideration for their brokerage services relative to the above
referenced Properties, a commission computed as follows:
A.SALES, EXCHANGES, AND OTHER TRANSFERS
1.Vacant Real Property: 6% of the gross sales price or independently appraised value of the
parcel or a minimum commission amount as mutually agreed upon between Client and KR,
whichever is greater. For a ground lease, 4% of the total base rent for the first thirty (30)
years of the term of the lease; or a minimum commission amount as mutually agreed upon
between Client and KR, whichever is greater.
2.Improved Real Property: 6% of the gross sales price or independently appraised value
of the parcel, whichever is greater. Additionally, for any lease negotiated, 6% of lease rate for
initial term and 3% for subsequent lease periods and options.
3.Commissions shall be paid through escrow upon the closing of sales and exchange
transactions; absent an escrow; commissions shall be paid upon recordation of a deed or
upon delivery of such deed or other conveyance if recordation is deferred more than one
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month thereafter. In the event of a contract or agreement of sales, joint venture agreement,
business opportunity or other transaction not involving the delivery of a deed, commissions
shall be paid upon execution and delivery of the instrument of conveyance or
establishment of the entitlement of ownership.
Miscellaneous:
The provisions hereof are subject, however, to the terms and provisions of any Exclusive Authorization
to Sell to which this Schedule may be attached, and which is executed by the parties hereto.
The parties hereto intend for this Exclusive Authorization to Sell and Schedule of Commissions to
satisfy the requirements of the Civil Code, Business and Professions Code, and regulatory
requirements relative to verifying Broker’s authority to act on behalf of Owner and Owner’s obligation
to pay Broker commissions therefore, in accordance herewith.
In the event Owner fails to make payments within the time limits called for herein, then from the date
due until paid the delinquent payment shall bear interest at the rate of 10% per annum.
By signing below, Owner and Broker acknowledge that they have read, understand, accept and have
received a copy of this Agreement.
Owner:
City of Moorpark
Broker:
Kosmont Real Estate Services, a
California corporation
CA DRE #: 02058445
Signature:
___________________________
Signature:
___________________________
Print Name:
___________________________
Print Name:
Larry J. Kosmont
Date:
___________________________
Date:
___________________________
Address:
799 Moorpark Avenue
Moorpark, CA 93021
Address:
1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
Telephone:
___________________________
Telephone:
(424)297-1070__________________
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